APC 2014 Annual Report Download - page 144

3CORPORATE GOVERNANCE
BOARD COMMITTEES (COMPOSITION,OPERATING PROCEDURES AND MEETINGS)
Governance and compensation committee
The name and areas of competence of the Governance and the determination and review of independence criteria for
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compensation committee were amended on May6, 2014. Until directors and the status of directors in light of these criteria;
that date, it was known as the Governance Committee. It is now the responsibilities of the committees of the board of directors;
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the Governance and compensation committee because its areas changes in the organization and functioning of the board;
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of competence have been extended to matters concerning the company’s application of national and international
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corporate officers compensation, which were previously the corporate governance practices;
purview of the Human Resources & CSR committee.
the total value of attendance fees proposed to the Annual
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Composition in 2014
Shareholders’ Meetings together with their allocation between
the members of the board and compensation of the
Vice-chairman lead director.
The board of directors’ internal regulations and procedures provide
The committee develops proposals to the board of directors on:
that the Governance and compensation committee must have at
compensation of corporate officers (Chairman of the board of
least three members. It is chaired by the Vice-chairman
directors and/or CEO, and Deputy CEOs) and any forms of
independent lead director.
benefits granted to them. As such, it prepares the annual
Until May6, the committee was made up of Henri Lachmann, evaluation of such officers.
Chairman, Léo Apotheker, Claude Bébéar (non-voting member),
Meetings in 2014
Willy Kissling and Serge Weinberg.
Since then, the committee consists of Léo Apotheker, Chairman,
Claude Bébéar (non-voting member), Willy Kissling and Rick The committee, which met on February19 and May6, 2014,
Thoman. prepared proposals for the board on:
At December31, 2014, the Governance and compensation the composition of the board of directors;
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committee, chaired by an independent director was composed of the composition and areas of competence of its committees;
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66% of independent directors.
the status of the members of the board with regard to the
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Operating procedures
independence criteria;
the continued unification of the functions of Chairman and CEO;
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The committee is chaired by the Vice-chairman independent lead the compensation of the Vice-chairman independent lead
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director. The committee meets at the initiative of its Chairman or at director;
the request of the Chairman and CEO. The agenda is drawn up by the resources made available to the Vice-Chairman and the
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the Chairman, after consulting with the Chairman and CEO. It committee chairs.
meets at least three times a year. The committee also reported to the board on:
The committee may seek advice from any person it feels will help it the draft report of the Chairman of the supervisory board on
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with its work. corporate governance;
The secretary to the board of directors is the committee’s the proposed transformation of the company into a European
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secretary. company.
Responsibilities
The Governance and compensation committee met on June10
and December15, 2014. The committee prepared proposals for
the board of directors on:
The committee develops proposals to the board of directors on all the composition of the board;
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appointments to:
adjustments to the status of the corporate officers;
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the board of directors as:(i)
The committee also reported to the board on:
director or non-voting member,
–
Chairman of the board of directors, Vice-Chairman, or
–
its review of the succession plan for corporate officers;
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Independent Vice-chairman lead director,
its findings and proposals on the results of the self-assessment
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Chairman or committee member;
–
questionnaire (see p. [124]).
the company’s Senior Management. The committee also(ii)
The rate of attendance of members of the committee was 100%. It
advises the board on proposals for the appointment of any
reported on its work to the board at the February19, May6, June
deputy Chief Executive Officer.
10-11, and December16, 2014 meetings.
The committee proposes provisions to the board of directors that
will reassure both Shareholders and the market that the board of
directors carries out its duties with all necessary independence and
objectivity. For this purpose, it organizes annual and biannual
assessments to be made of the board of directors. It makes
proposals to the board of directors on:
142 2014 REGISTRATION DOCUMENT SCHNEIDER ELECTRIC